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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
June 14, 1995
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Date of Report (Date of earliest event reported)
WALLACE COMPUTER SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6528 36-2515832
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4600 West Roosevelt Road, Hillside, Illinois 60162-2079
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 626-2000
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5 - Other Events
Attached as Exhibit 1 is the Amended and Restated By-Laws of Registrant
effective as of June 14, 1995.
Attached as Exhibit 2 is the Agreement made and entered into as of
January 1, 1995 between Registrant and Robert J. Cronin.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 18, 1995 Wallace Computer Services, Inc.
(Registrant)
/s/ Michael T. Laudizio
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Michael T. Laudizio
Secretary
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Exhibit 1
AMENDED AND RESTATED BYLAWS
of
WALLACE COMPUTER SERVICES, INC.
(Effective as of June 14, 1995)
ARTICLE I
OFFICES AND BOOKS AND RECORDS
Section 1.1. Offices.
The corporation may have such offices as the Board of Directors may from time
to time designate and the business of the corporation may from time to time
require.
Section 1.2. Books and Records.
The corporation may keep its books and records at such places as the Board of
Directors may from time to time designate and the business of the corporation
may from time to time require.
ARTICLE II
STOCKHOLDERS
Section 2.1. Annual Meeting.
An annual meeting of stockholders for the purpose of electing directors and
the transaction of any other proper business shall be held each year on such
date and at such time as may be fixed by the Board of Directors. If, by the
tenth day preceding the first Wednesday in November of any year, the Board of
Directors shall not have fixed a date and time for an annual meeting of
stockholders for such year, the annual meeting shall be held on the first
Wednesday in November in such year at the hour of 10:00 a.m. in the place
where such meeting is to be held. If the date so fixed for the annual meeting
shall be a legal holiday in the place where such meeting is to be held, such
meeting shall be held on the next succeeding business day.
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Section 2.2. Special Meetings.
Special meetings of stockholders may be called at any time by the Board of
Directors pursuant to a resolution approved by a majority of the entire Board
of Directors. *
Section 2.3. Place of Meeting.
The Board of Directors may designate the place of meeting for any meeting of
stockholders. If no designation is made by the Board of Directors, the place
of meeting shall be the principal business office of the corporation.
Section 2.4. Notice of Meeting.
Written or printed notice stating the place, day and hour of meeting and the
purpose or purposes for which the meeting is called shall be given not less
than 10 days nor more than 60 days before the date of each meeting of
stockholders, either personally or by mail, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, postage prepaid, addressed
to the stockholder at his address as it appears on the stock transfer books
of the corporation.
Section 2.5. Fixing of Record Date.
Except as may be provided otherwise by law:
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend or other
distribution, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders,
which record date shall be not less than 10 days nor more than 60 days
prior to the date of the meeting or of the payment of a dividend or other
event for which such record date is being fixed.
(b) If no record date is fixed for the determination of stockholders entitled
to notice of or to vote at a meeting of stockholders, or of stockholders
entitled to receive payment of a dividend or other distribution, or in
order to make a determination of stockholders for any other purpose, the
record date for such determination of stockholders shall be (i) in the
case of a meeting of stockholders, the close of business on the day next
preceding the date on which notice of the meeting is given, or (ii) in the
case of a dividend or other distribution, the close of business on the
date on which the Board of Directors adopts the resolution declaring such
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dividend or other distribution, or (iii) for any other purpose, the date
on which the Board of Directors adopts the resolution relating thereto.
(c) A determination of stockholders entitled to notice of or to vote at any
meeting of stockholders shall apply to any adjournment of such meeting,
unless the Board of Directors fixes a new record date for the adjourned
meeting.
Section 2.6. Voting Lists.
The officer who has charge of the stock transfer books of the corporation
shall prepare and make, at least 10 days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at such meeting, arranged
in alphabetical order, showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be
available at either the place where the meeting is to be held or at another
place, specified in the notice of meeting, in the city where the meeting is to
be held, for a period of 10 days prior to the meeting and shall be open to1
examination by any stockholder at any time during ordinary business hours
during such 10-day period, for any purpose germane to the meeting. Such list
shall also be produced and kept open at the time and place of the meeting
during the whole time thereof and shall be subject to inspection by any
stockholder who is present at the meeting. The original or duplicate stock
transfer books shall be the only evidence as to the identity of the
stockholders entitled to examine any such list or the stock transfer books of
the corporation and to vote in person or by proxy at any meeting of
stockholders.
Section 2.7. Quorum and Voting.
Except as may be provided otherwise in the Certificate of Incorporation:
(a) Stockholders holding a majority of the outstanding shares of stock of the
corporation, present in person or represented by proxy, at the meeting and
entitled to vote on the subject matter shall constitute a quorum at a
meeting of stockholders, except that, when any matter is to be voted on
by a class or by a series voting as a class, the holders of a majority of
the shares of such class or series, present in person or represented by
proxy, shall constitute a quorum of such class or series for a vote on
such matter.
(b) In all matters other than the election of directors, the affirmative vote
of stockholders holding a majority of the shares of stock of the
corporation entitled to vote, present in person or represented by proxy,
shall be the act of the stockholders, except that, when any matter is to
be voted on by a class or by a series voting as a class, the affirmative
vote of the holders of a majority of the shares of such class or series,
present in person or represented by proxy, shall be the act of such class
or series.
(c) Directors shall be elected by a plurality of the votes cast by
stockholders holding shares of stock of the corporation entitled to vote
in the election of directors, present in person or represented by proxy,
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except that, when any directors are to be elected by a class or by a series
voting as a class, the directors to be elected by such class or series
shall be elected by a plurality of the votes cast by holders of the
shares of such class or series, present in person or represented by proxy.
(d) If less than a majority of the outstanding shares of stock is represented
at a meeting of stockholders, or if less than a majority of the
outstanding shares of any class or series is represented at a meeting of
stockholders where a matter is to be voted on by a class or by a series
voting as a class, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be represented, any business may be
transacted that might have been transacted at the meeting as originally
notified.
(e) The stockholders represented at a duly organized meeting may continue to
transact business at such meeting, notwithstanding the withdrawal from the
meeting of a number of stockholders leaving less than a quorum at such
meeting.
Section 2.8. Proxies.
(a) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after 3 years from its date, unless the
proxy provides for a longer period.
(b) Without limiting the manner in which a stockholder may authorize another
person or persons to act for him as proxy pursuant to subsection (a) of
this Section, the following shall constitute a valid means by which a
stockholder may grant such authority:
(1) A stockholder may execute a writing authorizing another person or
persons to act for him as proxy. Execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent
signing such writing or causing his signature to be affixed to such
writing by any reasonable means including, but not limited to,
facsimile signature.
(2) A stockholder may execute a writing authorizing another person or
persons to act for him as proxy by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic
transmission to the person or persons who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person or persons
who will be the holder of the proxy to receive such transmission,
provided that any such telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from
which it can be determined that the telegram, cablegram or other
electronic transmission was authorized by the stockholder. If it is
determined that such a telegram, cablegram or other electronic
transmission is valid, the inspectors of election or, if there are no
inspectors of election, such other persons making such determination
shall specify the information upon which they relied.
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(c) Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to subsection (b) of this Section
may be substituted or used in lieu of the original writing or transmission
for any and all purposes for which the original writing or transmission
could be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing
or transmission.
(d) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation generally.
Section 2.9. Inspectors of Election.
(a) The corporation shall, in advance of any meeting of stockholders, appoint
one or more inspectors of election to act at the meeting and make a written
report thereof. The corporation may designate one or more persons as
alternate inspectors of election to replace any inspector of election who
fails to act. If no inspector of election or alternate inspector of
election is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors of election to act at
the meeting. Each inspector of election, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties
of inspector of election with strict impartiality and according to the best
of his ability. The decision of a majority of the inspectors of election as
to the results of any vote of stockholders shall be binding upon the
corporation and its stockholders. Any competent person over the age of 21
may be appointed as an inspector of election.
(b) Inspectors of election shall have the following responsibilities:
(i) to ascertain the number of shares outstanding and the voting power of
each;
(ii) to determine the shares represented at a meeting and the validity of
proxies and ballots;
(iii) to count all votes and ballots;
(iv) to determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the
inspectors;
(v) to certify their determination of the number of shares represented at
the meeting and their count of all votes and ballots;
(vi) to determine whether the meeting itself is legally constituted for the
purpose of the actions to be taken by the stockholders; and
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(vii) to do all other acts and make all other determinations necessary or
appropriate in connection with conducting the vote of stockholders and
deciding the results thereof.
(c) In carrying out their responsibilities, inspectors of election shall not
have any obligation to do any of the following:
(i) to determine the names or addresses of the stockholders entitled to vote
(inspectors of election may rely on a list of stockholders as of the
record date for the meeting certified by either the transfer agent or
the Secretary of the corporation), or
(ii) to determine the date of mailing of the notice of meeting or the
persons to whom the notice of meeting was sent (inspectors of election
may rely on a certificate of either the transfer agent or the Secretary
of the corporation for such information).
(d) In carrying out their responsibilities, inspectors of election shall have
the authority, but not the obligation, to appoint or retain agents,
including, but not limited to, accountants, attorneys and custodians, to
assist the inspectors of election in the performance of their duties as the
inspectors of election. Any such agent so appointed by any inspector of
election shall be responsible only to the inspectors of election.
(e) Inspectors of election shall be entitled to possession of all proxies and
all ballots cast by stockholders or their proxies until they have determined
the results of the vote of stockholders, at which time they shall deliver
such proxies and ballots to the secretary of the meeting.
(f) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced
at the meeting. No ballot, proxies or votes, nor any revocations thereof
or changes thereto, shall be accepted by the inspectors of election after
the closing of the polls unless the Court of Chancery of the State of
Delaware upon application by a stockholder shall determine otherwise.
(g) In determining the validity and counting of proxies and ballots, the
inspectors of election shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information provided in
accordance with Section 212(c)(2) of the General Corporation Law of the
State of Delaware, ballots and the regular books and records of the
corporation, except that the inspectors of election may consider other
reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees or
similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder
holds of record. If the inspectors of election consider other reliable
information for the limited purpose permitted in this subsection (g), the
inspectors of election shall, at the time they make their certification
pursuant to subsection (b)(v) of this Section, specify the precise
information considered by them, including the person or persons from whom
they obtained the information, when the information was obtained, the means
by which the information was obtained and the basis for their belief that
such information is accurate and reliable.
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(h) Inspectors of election shall be entitled to reimbursement from the
corporation for all expenses reasonably incurred by them in connection with
the discharge of their responsibilities, including the fees and expenses of
any agents appointed by them. In addition, the corporation shall pay
inspectors of election a fee commensurate with the services rendered and the
responsibilities undertaken by them.
Section 2.10. Stockholder Action.
Any action required or permitted to be taken by any stockholders of the
corporation must be effected at a duly called annual or special meeting of
such stockholders and may not be effected by any consent in writing by such
stockholders. Except as otherwise required by law and subject to any special
rights of holders of preferred stock with respect to calling meetings of
preferred stockholders, special meetings of stockholders of the corporation may
be called only by the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors. *
Section 2.11. Business Conducted at Annual and Special Meetings
(a) At any annual meeting of stockholders of the corporation, only such business
shall be conducted as shall have been brought before the meeting (i) by or
at the direction of the Board of Directors or (ii) by any stockholder of the
corporation who complies with this section 2.11 (a). For business to be
properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary. Except
as otherwise provided in Regulation 14A under the Securities Exchange Act of
1934, as amended, to be timely, a stockholder's notice must be given, either
by personal delivery or by United States mail, postage prepaid, to the
Secretary not later than sixty, and not earlier than ninety, days in advance
of such meeting; provided, however, that in the event that less than
seventy-five days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be
timely must be received by the Secretary not later than the close of
business on the tenth day (if not a business day, then the first business
day thereafter) following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. In no event
shall an adjournment of an annual meeting or the public announcement thereof
commence a new time period for the giving of a stockholder's notice as
described herein. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (c) The
number of shares of common stock of the corporation which are beneficially
owned by the stockholder and (d) any material interest of the stockholder in
such business. Notwithstanding anything in these by-laws to the contrary,
no business shall be conducted at any annual meeting except in accordance
with the procedures set forth in this section 2.11(a). The chairman of an
annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in
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accordance with the provisions of this Section 2.11(a), and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
(b) Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice of meeting furnished pursuant to
Section 2.4 hereof.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. General Powers.
The business and affairs of the corporation shall be managed by or under the
direction of the Board of Directors, except as may be otherwise required by law,
by the Certificate of Incorporation or by these by-laws.
Section 3.2. Number, Election, Tenure and Qualifications; Stockholder
Nominations; Vacancies; Removal; Resignation.
(a) Number, Election, Tenure and Qualifications. Subject to any special rights
of the holders of preferred stock to elect additional directors, the number
of directors of the corporation shall be fixed from time to time by a
majority of the entire Board of Directors. The directors (other than
directors elected by the holders of preferred stock voting as a class or
series) shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors, one class to be
originally elected for a term expiring at the annual meeting of
stockholders to be held in 1986, another class to be originally elected for
a term expiring at the annual meeting of stockholders to be held in 1987,
and another class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1988, with each director in each class
to hold office until his successor is elected and qualified. At each annual
meeting of stockholders, the successors of the class of directors whose term
expires at the meeting shall be elected to hold office for a term expiring
at the annual meeting of stockholders held in the third year following the
year of their election. Directors need not be residents of the State of
Delaware or stockholders of the corporation. *
(b) Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for directors shall be given in the manner provided
in Section 3.3 of these by-laws. *
(c) Newly Created Directorships and Vacancies. Subject to any special rights of
the holders of preferred stock with respect to filling vacancies in
directorships elected by preferred stockholders voting as a class, newly
created directorships resulting from any increase in the number of directors
and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other reason shall be filled by
the affirmative vote of a majority of the remaining directors then in
office, or the sole remaining director, even though less than a quorum of
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the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the
vacancy occurred and until his successor is elected and qualified. No
decrease in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director. *
(d) Removal. Subject to any special rights of the holders of preferred stock
with respect to the removal of directors elected by preferred stockholders
voting as a class, any director may be removed from office, at any time,
with or without cause, but only by the affirmative vote of the holders of
at least 80% of the combined voting power of the then outstanding shares of
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class. *
(e) Resignation. Any director may resign at any time upon written notice to the
corporation directed to the Board of Directors and the Secretary. Such
resignation shall take effect at the time specified therein, and, unless
otherwise specified therein, no acceptance of such resignation shall be
necessary to make it effective. *
Section 3.3. Notification of Nominations.
Subject to any special rights of the holders of preferred stock with respect to
the nomination of directors to be elected by preferred stockholders voting as a
class, nominations for the election of directors may be made by the Board of
Directors, or by a nominating committee appointed by the Board of Directors, or
by any stockholder entitled to vote generally in the election of directors.
However, a stockholder may nominate persons for directors at a meeting of
stockholders only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary not later than (i) with
respect to an election to be held at an annual meeting of stockholders, 90 days
in advance of such meeting, and (ii) with respect to an election to be held at
a special meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to stockholders. Each such notice must set forth: (a) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated for director; (b) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the corporation if so elected. The chairman
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure. *
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Section 3.4. Annual and Regular Meetings.
An annual meeting of the Board of Directors shall be held, without any notice
other than this by-law, immediately after each annual meeting of stockholders at
the same place as such annual meeting of stockholders. The Board of Directors
may, by resolution, fix the time and place for the holding of regular meetings
without notice other than the resolution fixing the time and place for the
meeting.
Section 3.5. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of
the Chairman of the Board or any two directors. The person or persons calling
a special meeting of the Board of Directors may fix the date and place of such
meeting and may fix any time within regular business hours as the time for such
meeting.
Section 3.6. Notice of Special Meetings.
Notice of any special meeting of directors shall be given to each director by
mail at his business or residence address at least 5 days prior to the meeting,
or by courier, telegram or telex at his business address at least one business
day prior to the meeting, or by telephone at least 12 hours prior to the
meeting. If given by mail, such notice shall be deemed to be given when
deposited in the United States mail, postage prepaid, addressed to the director
at his business or residence address. If given by telegram, such notice shall
be deemed to be given when the telegram is delivered to the telegraph company.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice of such
meeting.
Section 3.7. Quorum; Vote Required for Action.
Unless otherwise provided by law or in the Certificate of Incorporation, the
presence of a majority of the directors shall constitute a quorum for the
transaction of business. Except as otherwise provided by law, in the
Certificate of Incorporation or in these by-laws, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. In the event a quorum shall not be present at any
meeting of the Board of Directors, the directors who are present may by majority
vote adjourn the meeting from time to time until a quorum is present.
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Section 3.8. Committees.
(a) The Board of Directors shall appoint the committees provided for in Sections
3.9, 3.10, and 3.11 of these by-laws and may, by resolution passed by a
majority of the whole of the Board of Directors, establish and appoint other
standing or temporary committees and invest such committees with such duties
and powers as the Board of Directors may from time to time determine,
subject to such conditions and restrictions as may be imposed by law, in the
Certificate of Incorporation, or in these by-laws.
(b) The Board of Directors may designate one or more alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee. In the event that an alternate member designated by the
Board of Directors is not available to replace an absent or disqualified
member, the member or members of a committee who are present at any meeting
of such committee and not disqualified from voting, whether or not
representing a quorum, may unanimously appoint another member of the Board
of Directors to act as a member of such committee at such meeting in the
place of such absent or disqualified member.
(c) Each committee shall keep minutes of its meetings and records of its
actions, shall cause the minutes of its meetings and records of its actions
to be filed in the minutes books of the corporation and shall distribute
copies of the minutes of its meetings and records of its actions to the
Board of Directors.
(d) Unless specified otherwise at the time of his appointment, the term of each
member of each committee shall be from the date of his appointment until the
next succeeding annual meeting of the Board of Directors or until his
successor shall have been duly appointed, provided, however, that the Board
of Directors may at any time in its sole discretion and for any reason
remove any member of a committee.
(e) Unless otherwise provided by law, in the Certificate of Incorporation, in
these-bylaws, or in the resolution establishing or appointing the committee,
the presence of a majority of the members of a committee shall constitute a
quorum for the transaction of business. Except as otherwise provided by
law, in the Certificate of Incorporation, in these by-laws, or in the
resolution establishing or appointing the committee, the vote of a majority
of the members of a committee present at a meeting at which a quorum is
present shall be the act of the committee. In the event a quorum shall not
be present at any meeting of a committee, the members of the committee who
are present may by majority vote adjourn the meeting from time to time until
a quorum is present.
Section 3.9. Executive Committee.
(a) At each annual meeting of the Board of Directors, the Board of Directors
shall, by a resolution adopted by a majority vote of the entire Board of
Directors, designate and appoint from its members an Executive Committee
consisting of three or more directors.
(b) The Executive Committee shall have and may exercise, to the fullest extent
permitted by law, all of the powers and authority of the Board of Directors
in the management and direction of the business and affairs of the
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corporation and may authorize the corporate seal to be affixed to any
document or instrument; provided, however, that, except as otherwise
expressly authorized from time to time by the Board of Directors and as
permitted by the Delaware General Corporation Law, the Executive Committee
shall not have any power or authority to:
(1) make, adopt, amend, alter or repeal any by-law;
(2) elect or appoint any director or elect, appoint or remove any officer;
(3) recommend or submit to the stockholders any action that requires
approval of stockholders, including an amendment of the Certificate of
Incorporation, the sale, lease, or exchange of all or substantially all
of the corporation's property and assets, or the dissolution or the
revocation of a dissolution of the corporation;
(4) adopt an agreement of merger or consolidation under section 251 or
section 252 of the Delaware General Corporation Law with; approve any
merger or consolidation with; or approve any acquisition of the stock or
the business and assets of; any party other than a subsidiary of the
corporation, except that, in the case of an acquisition previously
approved by the Board of Directors, the Executive Committee shall have
the power and authority to modify the amount of consideration for such
acquisition by an amount not in excess of 25% of the previously approved
consideration or $500,000, whichever is less;
(5) declare a dividend or authorize the issuance of any stock;
(6) create any new committee or dissolve, alter the responsibilities of, or
fill any vacancy on any existing committee appointed by the Board of
Directors;
(7) make any substantive changes in or awards under the corporation's
employee benefit and compensation benefit plans;
(8) incur or guarantee any long-term debt (over 12 months) or incur any
short-term debt in excess of $500,000 at any time outstanding; or
(9) make any capital commitment or expenditure in excess of $500,000 that
could not otherwise be made without the prior approval of the Board of
Directors.
(c) Notwithstanding the provisions of Section 3.9(b)(2) of these by-laws, in the
event of the death, inability or refusal to act of the Chairman of the Board
and the President, the Executive Committee may determine who shall perform
the duties of the chief executive officer pending the election of successors
to the offices of Chairman of the Board and President.
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Section 3.10. Audit Committee.
(a) At each annual meeting of the Board of Directors, the Board of Directors
shall, by a resolution adopted by a majority vote of the entire Board of
Directors, designate and appoint from its members an Audit Committee
consisting of three or more directors, none of whom is an officer or
employee of the corporation.
(b) The Audit Committee shall have the powers and responsibilities set forth
in the Audit Committee charter adopted by the Board of Directors on
January 12, 1989, as the same may be amended, modified and supplemented from
time to time by the Board of Directors.
Section 3.11. Compensation Committee
(a) At each annual meeting of the Board of Directors, the Board of Directors
shall, by a resolution adopted by a majority vote of the entire Board of
Directors, designate and appoint from its members a Compensation Committee
consisting of three or more directors,each of whom shall be a
"disinterested" person within the meaning of Reg. 240. 16b-3 issued under
the Securities Exchange Act of 1934 (hereinafter "1934 Act"), as from time
to time modified or amended, (hereinafter "Rule 16b-3"), and none of whom
is subject to the disclosure requirements set forth in Reg. 229.402 (j) of
the 1934 Act (hereinafter "Disinterested Director").
(b) The Compensation Committee shall have the following powers and
responsibilities:
(1) To review and recommend to the Board of Directors compensation levels,
bonus amounts and stock option grants of officers and key managers;
(2) To request and review reports from the corporation's management on the
scope, competence, performance, and motivation of management employees;
(3) To develop, review and recommend to the Board of Directors incentive,
bonus, stock option and similar incentive plans or programs and
retirement and welfare plans or programs for officers and key managers;
(4) To review and recommend to the Board of Directors compensation levels of
persons hired from "outside" the corporation to the positions of
Corporate Officer, Divisional Officer or General Manager and all
persons hired who are covered by an employment contract;
(5) To interpret incentive, bonus, stock option and similar incentive plans;
and
(6) To develop, review and recommend to the Board of Directors changes of
major benefit and perquisite programs.
(c) Action taken by the Compensation Committee or at meetings duly called shall
require the affirmative vote of at least a majority of its members.
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(d) Action taken by the Board of Directors with regard to officer and key
manager compensation levels and Plans or programs, which are not subject to
subparagraph (e) below, shall be voted upon only by the Disinterested
Directors and shall require the affirmative vote of at least a majority of
those Directors eligible to vote.
(e) Any action taken with regard to officer and key manager compensation levels
and Plans or programs, which involve the grant or award of an equity
security, including any derivative security, for which an exemption is
claimed under Rule 16b-3, shall be made by the Board of Directors, if each
member thereof is a Disinterested Director. In the event that the Board of
Directors is not comprised solely of Disinterested Directors, then the
Compensation Committee shall have full power to act with respect to such
grant or award.
ARTICLE IV
OFFICERS
Section 4.1. Number.
The officers of the corporation shall include a Chairman of the Board, a
President, one or more Vice-Presidents (one or more of whom may be designated
as an Executive Vice President or a Senior Vice President), a Secretary, a
Treasurer, one or more Assistant Secretaries, and one or more Assistant
Treasurers. Any two or more offices may be held by the same person, except the
offices of President and Secretary. Except for the Chairman of the Board, no
officer needs to be a director of the corporation.
Section 4.2. Election and Term of Office.
The officers of the corporation shall be elected annually by the Board of
Directors at each annual meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his earlier death, resignation or removal.
Section 4.3. Resignation.
Any officer may resign at any time upon written notice to the Board of Directors
and the Secretary. Such resignation shall take effect at the time specified
therein, and, unless otherwise specified therein, no acceptance of such
resignation shall be necessary to make it effective.
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Section 4.4. Removal.
Any officer may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby.
Section 4.5. Vacancies.
A vacancy in any office caused by death, resignation, removal, disqualification
or otherwise may be filled by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby.
Section 4.6. Chairman of the Board.
The Chairman of the Board shall be elected from the members of the Board of
Directors. The Chairman of the Board shall preside at all meetings of the Board
of Directors and at all meetings of stockholders. The Chairman of the Board may
sign or countersign certificates, contracts, agreements and other documents and
instruments in the name and on behalf of the corporation, unless and except to
the extent that any document or instrument is required by law or by the Board of
Directors to be signed or countersigned by another officer of the corporation.
The Chairman of the Board shall make such reports to the Board of Directors and
the stockholders as the Board of Directors may from time to time request and
shall perform all such other duties as are incident to his office or are
properly requested by the Board of Directors.
Section 4.7. President.
The President shall be the chief executive officer of the corporation and shall
be responsible for the general supervision and control of the business and
affairs of the corporation, subject to the direction of the Board of Directors.
The President may sign or countersign certificates, contracts, agreements and
other documents and instruments in the name and on behalf of the corporation,
unless and except to the extent that any document or instrument is required by
law or by the Board of Directors to be signed or countersigned by another
officer of the corporation. The President shall make such reports to the
Chairman of the Board, the Board of Directors and the stockholders as the
Chairman of the Board or the Board of Directors may from time to time request
and shall perform all such other duties as are incident to his office or are
properly requested by the Chairman of the Board or the Board of Directors.
During the absence or disability of the Chairman of the Board, the President
shall have and may exercise all of the powers and shall discharge all of the
duties of the Chairman of the Board.
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Section 4.8. Executive Vice-President.
Should one Vice-President be designated by the Board of Directors as Executive
Vice-President (or in the event there be more than one Executive Vice-President,
the Executive Vice-Presidents in the order of their election), he shall, in the
absence or disability of the Chairman of the Board and the President and subject
to the control of the Board of Directors and the provisions of Section 3.9(c)
hereof, perform the duties and exercise the powers of the President, and shall
perform such other duties as shall, from time to time, be assigned to him by the
Board of Directors.
Section 4.9. Vice-Presidents.
Each Vice-President shall make such reports to the chief executive officer, the
Board of Directors and the stockholders as the chief executive officer or the
Board of Directors may from time to time request and shall perform all such
other duties as are incident to his office or are properly requested by the
chief executive officer or the Board of Directors.
Section 4.10. Secretary.
The Secretary shall be custodian of the corporate records and of the corporate
seal and shall be responsible for: (a) keeping minutes of all meetings of the
Board of Directors and its committees and minutes of all meetings of
stockholders in one or more books provided for that purpose; (b) ensuring that
all notices are duly given to directors and stockholders in accordance with the
provisions of these by-laws and as required by law; (c) ensuring that the
corporate seal is properly affixed to all documents and instruments to which the
corporate seal is required to be affixed; (d) ensuring that the corporation's
transfer agent keeps a register of all stockholders and a record of all stock
transfers; and (e) performing all such other duties as are incident to his
office or are properly requested by the chief executive officer or the Board of
Directors.
Section 4.11. Treasurer.
The Treasurer shall be responsible for: (a) making appropriate arrangements for
the safe keeping of all funds and securities of the corporation, (b) ensuring
that proper records are maintained of all cash receipts and disbursements by the
corporation, and (c) performing all such other duties as are incident to his
office or are properly requested by the chief executive officer or the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
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Section 4.12. Assistant Secretaries.
During the absence or disability of the Secretary, the Assistant Secretary (or,
if there is more than one Assistant Secretary, the Assistant Secretary
designated by the chief executive officer to assume the powers and duties of the
Secretary) shall have and may exercise all of the powers and shall discharge all
of the duties of the Secretary. Each Assistant Secretary shall also perform all
such other duties as are incident to his office or are properly requested by the
chief executive officer, the Secretary or the Board of Directors.
Section 4.13. Assistant Treasurers.
During the absence or disability of the Treasurer, the Assistant Treasurer (or,
if there is more than one Assistant Treasurer, the Assistant Treasurer
designated by the chief executive officer to assume the powers and duties of the
Treasurer) shall have and may exercise all of the powers and shall discharge all
of the duties of the Treasurer. Each Assistant Treasurer shall also perform all
such other duties as are incident to his office or are properly requested by the
chief executive officer, the Treasurer or the Board of Directors.
Section 4.14. Divisional Officers.
The chief executive officer and the Board of Directors may appoint divisional
officers with such powers and duties as the chief executive officer or the Board
of Directors may from time to time assign to such divisional officers.
Section 4.15. Compensation of Officers.
The salaries, bonuses and other compensation of officers and divisional officers
shall be determined by the Board of Directors or, if and to the extent these
by-laws or the Board of Directors so authorizes or directs, by a committee of
the Board of Directors or, in the case of divisional officers, the chief
executive officer. No officer or divisional officer shall be prevented from
receiving any salary, bonus or other compensation that is determined by the
Board of Directors or, if the Board of Directors so authorizes or directs, by
a committee of the Board of Directors or, in the case of a divisional officer,
the chief executive officers, by reason of the fact that such officer or
divisional officer is also a director of the corporation.
Section 4.16. No Contractual Rights.
No officer or divisional officer shall be deemed to have any rights or claims
against the corporation or be entitled to receive any compensation or benefits
by virtue of his election as an officer or appointment as a divisional officer,
except to the extent provided by law, in a contract authorized or approved by
the Board of Directors or, if the Board of Directors so authorizes or directs,
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by a committee of the Board of Directors or, in the case of a divisional
officer, the chief executive officer, or in a plan, program or arrangement
authorized or approved by the Board of Directors or, if the Board of Directors
so authorizes or directs, by a committee of the Board of Directors.
ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
Section 5.1. Stock Certificates.
Certificates representing shares of stock of the corporation shall be in such
form as shall be determined by the Board of Directors. Each certificate shall
be signed by the Chairman of the Board, the President or a Vice-President and by
the Secretary or an Assistant Secretary and sealed with the corporate seal. In
the event that an officer who has signed a certificate should cease to hold the
office in which he signed such certificate, such certificate may nevertheless
be issued by the corporation with the same effect as if he had continued to
serve in such office. All certificates shall be consecutively numbered or
otherwise identified. The name and address of the person to whom shares of
stock are issued, together with the certificate number, the number of shares and
the date of issuance, shall be entered in the stock transfer records of the
corporation. All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that, in case of a mutilated certificate or a certificate that is alleged to
have been lost, stolen or destroyed, a new certificate may be issued therefor
upon such indemnity to the corporation and other terms and conditions as the
chief executive officer, the chief financial officer or the Board of Directors
may prescribe. The Board of Directors may appoint an independent transfer agent
or registrar, or both, for any class or series of stock of the corporation, and,
in the event that the Board of Directors should appoint an independent transfer
agent or registrar, or both, for any class or series of stock of the
corporation, the Board of Directors may authorize the use of facsimile
signatures and a facsimile corporate seal on any certificates representing
shares of such class or series.
Section 5.2. Transfer of Shares.
The transfer of shares of stock of the corporation shall be made on the stock
transfer books of the corporation by the holder of record thereof (or by his
legal representative or attorney-in-fact, who shall furnish proper evidence of
authority to transfer), upon surrender for cancellation of the certificate for
such shares. The person in whose name shares stand in the stock transfer
records of the corporation may be deemed by the corporation to be the absolute
owner thereof for all purposes.
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ARTICLE VI
BANK ACCOUNTS
Section 6.1. Deposits.
Funds of the corporation shall be deposited to the credit of the corporation
with such banks, trust companies and other depositories as either (i) the chief
executive officer together with either the chief financial officer or the
Treasurer, jointly, or (ii) the Board of Directors shall from time to time
determine.
Section 6.2. Checks and Drafts.
Checks, drafts and other orders for the payment of money issued in the name of
the corporation shall be signed by such officers, employees and agents and in
such manner as shall from time to time be determined by either (i) the Board of
Directors, or (ii) the chief executive officer together with either the chief
financial officer or the Treasurer, jointly, provided that such action shall be
reported by the Secretary to the Board of Directors at the next succeeding
meeting of the Board of Directors, except that such report of the Secretary
shall not be required if an authorized signatory is a plant manager, plant
superintendent or plant accountant and the checks, drafts and other orders for
the payment of money are drawn on a local disbursement bank account that is
maintained on an imprest basis.
Section 6.3. Banking Resolutions.
The Board of Directors shall be deemed to have approved and adopted, and the
Secretary and any Assistant Secretary shall be authorized to certify the
approval and adoption by the Board of Directors of, any standard form of
resolutions necessary to enable the corporation to open and maintain accounts
with such banks, trust companies and other depositories, and to have checks,
drafts and other orders for the payment of money signed by such officers,
employees and agents and in such manner as either (i) the chief executive
officer together with either the chief financial officer or the Treasurer,
jointly, or (ii) the Board of Directors shall from time to time determine,
provided that a certified copy of such resolutions shall be placed in the
minute books in which proceedings of meetings of the Board of Directors are
recorded, and provided further that the Board of Directors is notified of the
opening of each such account, except if an authorized signatory is a plant
manager, plant superintendent or plant accountant and the checks, drafts and
other orders for the payment of money are drawn on a local disbursement bank
account that is maintained on an imprest basis.
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ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. Amendment of By-laws.
Except as otherwise provided in the Certificate of Incorporation, these by-laws
may be amended or repealed at any annual meeting of stockholders (or at any
special meeting of stockholders duly called and noticed for that purpose) by a
majority vote of the shares of stock represented and entitled to vote at any
such meeting at which a quorum is present. Except as otherwise provided by law,
in the Certificate of Incorporation or in these by-laws, the Board of Directors
may by a vote of a majority of the entire Board of Directors alter, amend or
repeal these by-laws and adopt such other by-laws as in their judgment may be
advisable for the regulation of the conduct of the affairs of the corporation. *
Section 7.2. Seal.
The corporate seal shall have inscribed thereon the words "Corporate Seal" and
around the margin thereof the words "Wallace Computer Services, Inc. Delaware".
Section 7.3. Fiscal Year.
The fiscal year of the corporation shall begin on the first day of August of
each year and end on the thirty-first day of July of the following year.
Section 7.4. Audits.
The accounts, books and records of the corporation shall be audited promptly
following the conclusion of each fiscal year by one or more disinterested
certified public accountants selected by the Board of Directors and it shall
be the duty of the Board of Directors to cause such audit to be made promptly
following the conclusion of each fiscal year.
Section 7.5. Waiver of Notice.
Whenever any notice is required to be given to any stockholder or any director
pursuant to the provisions of these by-laws, the Certificate of Incorporation,
or the General Corporation Law of the State of Delaware, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether signed
before or after the time stated therein, shall be deemed equivalent to the
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giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors need be specified in any waiver of notice of such meeting.
Section 7.6. Issuance of Stock, Etc.
The issuance of any stock or other voting securities of the corporation, the
creation of any class or series of stock of the corporation, and the fixing and
determination of the number of shares, dividends, redemption rights, conversion
rights, voting rights, liquidation preferences, and other preferences and
relative, participating, optional and other special rights of any class or
series of stock of the corporation, and the qualifications, limitations and
restrictions thereof, shall require the approval and authorization of a majority
of the entire Board of Directors.
____________________________________
* Pursuant to Section 1 of Article TENTH of the Certificate of Incorporation,
Sections 2.2, 2.10, 3.2, 3.3 and 7.1 of the bylaws may not be altered,
amended or repealed, and no provision inconsistent with any such by-law may
be adopted, without the affirmative vote of the holders of at least 80% of
the combined voting power of the then outstanding shares of stock of the
corporation entitled to vote generally in the election of directors, voting
together as a single class.
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Exhibit 2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made and entered into effective as of January 1, 1995
(this Employment Agreement, as the same may hereafter be amended from time to
time, being hereinafter referred to as "this Agreement"), by and between WALLACE
COMPUTER SERVICES, INC., a Delaware corporation (hereinafter referred to as
"WALLACE"), and ROBERT J. CRONIN of Oak Brook, Illinois (hereinafter referred to
as "CRONIN"),
RECITALS
CRONIN is currently serving WALLACE as its President and Chief Executive
Officer.
The BOARD OF DIRECTORS of WALLACE believes that it would be in the best
interests of WALLACE to enter into this Agreement with CRONIN, and CRONIN
desires to enter into this Agreement with WALLACE.
AGREEMENTS
IN CONSIDERATION OF the foregoing and the promises, covenants and agreements
hereinafter set forth, WALLACE and CRONIN hereby agree as follows:
A. The Term
1. Term. The Term shall begin on January 1, 1995, and shall continue until
December 31, 1999, or such other date as WALLACE and CRONIN may from time to
time mutually agree in writing. During the Term, CRONIN shall devote his
business time, attention, skill and energies to the affairs of WALLACE and
its subsidiaries and shall not, without the specific approval of the Board
of Directors of WALLACE, engage in any other business activity; provided,
however, that this Section A.1 shall not be construed as preventing CRONIN
(i) from investing in any company in any form or manner that does not require
his services in connection with the business and operations of the company in
which such investment is made, (ii) from serving as a director of any company
that is not engaged, directly or indirectly, in any business in competition
with WALLACE, so long as such service as a director does not interfere with
the performance of his duties and responsibilities with WALLACE and such
service has been approved by the Board of Directors of WALLACE, or (iii) from
engaging in any non-business activity, including, without limitation,
service as a trustee or director of a charitable organization or educational
institution, so long as such service does not interfere with the performance
of his duties and responsibilities with WALLACE.
2. Employment Duties. During the Term, CRONIN shall serve WALLACE and WALLACE
shall employ CRONIN as its President and Chief Executive Officer or in such
other executive capacity with WALLACE as the Board of Directors of WALLACE
may from time to time determine, with such duties and responsibilities as the
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Board of Directors of WALLACE may from time to time reasonably assign to him
consistent with his position with WALLACE in accordance with the By-Laws of
WALLACE; provided, however, that, if a Material Change should occur during
the Term, WALLACE shall be obligated to continue to employ CRONIN for the
remainder of the Term in the same executive capacity in which he was employed
immediately prior to such Material Change with substantially the same duties
and responsibilities that he had immediately prior to such Material Change;
provided further, however, that, if WALLACE should cease to be a public
company after a Material Change, the fact that CRONIN may thereupon cease to
have certain duties and responsibilities that were attributable solely to the
status of WALLACE as a public company shall not be deemed to be a breach of
this Section A.2.
A "Material Change" shall be deemed to have occurred for the purposes of this
Agreement if any of the following should occur:
(i) The acquisition (in one or more transactions) of beneficial ownership
of more than 50% of the outstanding shares of Common Stock of WALLACE
by any person or entity or by any group of persons or entities (unless
CRONIN is part of such group) acting in concert for the purpose of
acquiring, voting, holding or disposing of shares of WALLACE's Common
Stock,
(ii) The election or appointment (in one or more elections or as a result
of one or more appointments to fill vacancies) as directors comprising
one-half (1/2) or more of the Board of Directors of WALLACE of persons
who were not nominated, recommended or appointed by WALLACE's
incumbent Board of Directors, or
(iii) The occurrence of any other event or state of facts that the Board of
Directors of WALLACE may determine (by the adoption of a resolution)
has, does or would constitute a "Material Change" for the purposes of
this Agreement.
3. Compensation. For all services rendered by CRONIN to WALLACE and its
subsidiaries during the Term, WALLACE shall pay CRONIN a Base Salary in such
amount as the Board of Directors shall from time to time determine; provided,
however, that CRONIN's Base Salary during the Term shall in no event be less
than $365,000 per calendar year, with fractional years prorated on the basis
of a three hundred and sixty-five (365) day calendar year, all subject to
normal withholdings and deductions. The term "Base Salary" shall mean (i)
current cash compensation for services, exclusive of any amounts awarded or
paid under Section B below, any amounts awarded or paid under any other
incentive or bonus plan or program of WALLACE, and any amounts awarded or
paid in respect of service as a director, plus (ii) the amount of any
compensation that is not Base Salary under clause (i) above because such
compensation is contributed by WALLACE on behalf of CRONIN under WALLACE's
Profit Sharing and Retirement Plan pursuant to a salary reduction agreement
under Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"), or because CRONIN elects to defer such compensation under WALLACE's
Deferred Compensation/Capital Accumulation Plans.
4. Bonuses. During the Term, WALLACE shall award and pay bonuses to CRONIN as
provided in Section B below.
5. Nomination as Director. During the Term, WALLACE intends to nominate CRONIN
for election to the Board of Directors of WALLACE, provided that CRONIN meets
the qualifications for election as a director.
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B. Bonuses
1. Award. During the Term, WALLACE may award such bonuses to CRONIN, under
WALLACE's Executive Incentive Plan and otherwise, in such amounts, at such
times, and, subject to the provisions of Section B.2 below, upon such
conditions as the Board of Directors may from time to time determine;
provided, however, that if a Material Change should occur during the Term,
WALLACE shall be obligated to award CRONIN an unconditional bonus for each
fiscal year during the remainder of the Term (including the fiscal year in
which the Material Change occurs) in an amount not less than the average
annual bonus awarded to him by WALLACE (including, without limitation, all
bonuses, whether incentive or deferred, awarded to CRONIN under WALLACE's
Executive Incentive Plan) for the last two fiscal years preceding the fiscal
year in which the Material Change occurs, which unconditional bonus must be
awarded and paid not later than the last day of the calendar year during
which the fiscal year for which the bonus is awarded ends.
2. Payment. Whenever any incentive bonus under WALLACE's Executive Incentive
Plan or any other cash bonus is awarded to CRONIN, payment of such bonus
shall be made in accordance with the following provisions:
(a) Prior to the commencement of any fiscal year, CRONIN may advise the
Compensation Committee of the Board of Directors of WALLACE of his
election to be paid any incentive bonus under WALLACE's Executive
Incentive Plan or any other cash bonus to be awarded to him for such
fiscal year on a current or deferred basis. If no such election is made,
CRONIN shall be deemed to have elected to be paid such bonus on a current
basis.
(b) Any bonus payable on a current basis shall be paid to CRONIN within sixty
(60) days of the date of the award, subject to normal withholdings and
deductions.
(c) Any bonus payable on a deferred basis shall be accrued and paid to CRONIN
as follows:
(i) Effective as of the date of the award, WALLACE shall credit the
amount of any deferred bonus to the book reserve account known as the
"Deferred Compensation Account of Robert J. Cronin" (hereinafter
referred to as the "Deferred Compensation Account"). There shall
also be credited to the Deferred Compensation Account, effective as
of the date hereof, all deferred bonuses and interest accrued thereon
credited to CRONIN prior to the date hereof.
(ii) Interest shall accrue on all amounts credited to the Deferred
Compensation Account from the date credited to such account until the
date paid to CRONIN as provided in Section B.2(c)(iii) below. Such
interest shall be computed quarterly on the last day of each calendar
quarter based upon the interest rate payable on ninety (90) day
certificates of deposit of The First National Bank of Chicago
prevailing as of the first day of such calendar quarter. Interest
shall be credited to the Deferred Compensation Account [and
thereafter accrue interest as provided in this Section B.2(c)(ii)]
effective as of the first day of each calendar year, commencing
January 1, 1996.
(iii) The amounts of deferred bonus and other amounts credited to the
Deferred Compensation Account shall be paid to CRONIN, subject to
normal withholdings and deductions, in one hundred twenty (120) equal
monthly installments [with interest on the unpaid balance at the rate
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specified in Section B.2(c)(ii) above] commencing in the month
immediately following the earlier to occur of (I) the last month of
the Term, or (II) the month in which WALLACE discharges CRONIN for
any reason (whether with or without cause), or (III) the month in
which CRONIN is determined to have a Permanent Disability within the
meaning of Section C.1(ii) below; provided, however, that if CRONIN
should die before all amounts credited to the Deferred Compensation
Account have been paid to him, the full unpaid amount then credited
to the Deferred Compensation Account and all interest accrued thereon
shall be immediately paid in a lump sum to his Designated Beneficiary
under Section E.1(b) below.
(d) Notwithstanding any other provision of this Agreement to the contrary:
(i) CRONIN may at any time or from time to time request the payment to
him of all or any portion of the amounts then credited to the
Deferred Compensation Account, but WALLACE shall make a payment to
CRONIN pursuant to such a request only if and to the extent that such
request is approved by the Board of Directors of WALLACE.
(ii) If CRONIN should elect to terminate his services with WALLACE
pursuant to Section C.3 below, all amounts then credited to the
Deferred Compensation Account shall be paid to CRONIN on demand and
all bonuses that CRONIN has elected to be paid on a deferred basis
(including any bonus for the calendar year in which the termination
occurs) shall instead be paid to CRONIN on a current basis.
C. Termination of Services
1. General. The obligation of CRONIN to provide services to WALLACE under
Section A above, and, subject to the provisions of Section B.2 above and
Sections C.2, C.3 and C.5 below, the obligation of WALLACE to pay any
compensation or provide any benefits to CRONIN under Section A or B above,
as the case may be, shall cease effective as of the last day of any calendar
month in which CRONIN should:
(i) Die while he is in the employ of WALLACE; or
(ii) Become so mentally or physically disabled while he is in the employ of
WALLACE that, in the reasonable judgment of a doctor who shall be
selected by the Board of Directors of WALLACE, it is unlikely that CRONIN
would be able to render services as contemplated under Section A above
for (I) a period of six (6) months or (II) in excess of one-half of the
time remaining between the date of such determination and the last day of
the Term, whichever is longer (a "Permanent Disability"); or
(iii) Be discharged from the employ of WALLACE by the Board of Directors of
WALLACE for "cause". The term "cause" shall mean (a) the commission by
CRONIN of any crime while on WALLACE's premises or in the course of
WALLACE's business; (b) the commission by CRONIN of any felony or crime
involving moral turpitude; or (c) the engagement by CRONIN in any
business or activity that is directly competitive with any business or
activity of WALLACE or any of its divisions or subsidiaries and which, in
the opinion of the Board of Directors of WALLACE, is prejudicial or
adverse to the best interests of WALLACE; provided, however, that, after
the occurrence of a Material Change, CRONIN may be discharged for "cause"
only if WALLACE is able to establish that the action for which he is
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being discharged under clause (a), (b) or (c) of this Section C.1(iii) is
an action for which he would have been discharged for "cause" under
WALLACE's general employment policies and practices in effect immediately
prior to such Material Change; or
(iv) Voluntarily retire from the employ of WALLACE.
2. Permanent Disability. If CRONIN is determined to have a Permanent Disability
and his employment with WALLACE is terminated pursuant to Section C.1(ii)
above, then, commencing with the month next succeeding the month in which his
employment is terminated, WALLACE shall pay CRONIN fifty percent (50%) of his
most recent Base Salary then in effect for the balance of the Term or until
his death, whichever occurs first.
3. Material Change. CRONIN shall have the right to elect to terminate his
services with WALLACE if, after the occurrence of a Material Change:
(i) WALLACE should fail to continue to employ him during the Term in the same
executive capacity with WALLACE in which he was employed immediately
prior to such Material Change, with substantially the same duties and
responsibilities with WALLACE that he had immediately prior to such
Material Change, except, in the case where WALLACE ceases to be a
public company after such Material Change, for those duties and
responsibilities that were attributable solely to the status of WALLACE
as a public company. Without in any way limiting the right of CRONIN to
elect to terminate his services under this Section C.3(i), it is
understood that any change in CRONIN's job description (other than as
described in the exception to the first sentence of this clause (i)),
offices, perquisites, or place of employment, any reduction in the number
of officers or other employees or diminishment in the overall management
responsibility of officers and other employees reporting directly to
CRONIN (other than as described in the exception to the first sentence of
this clause (i)), any reduction in the number of operating units or
overall sales volume of operating units reporting directly to CRONIN,
and any diminishment in the decision making authority of CRONIN (other
than as described in the exception to the first sentence of this clause
(i)), shall each be a change in his duties and responsibilities that will
give CRONIN the right to elect to terminate his services under this
Section C.3(i); or
(ii) WALLACE should impede or otherwise fail to permit CRONIN to exercise
fully and properly his duties and responsibilities with WALLACE during
the Term; or
(iii) WALLACE should fail to pay or award to CRONIN when due any Base Salary,
Bonus or other amount payable to him under the provisions of Section A.3
or B above or to provide him with any benefits to which he is entitled
under the provisions of Section D.2 below.
If CRONIN should make any such election during the Term, he shall be entitled
to a Termination Payment (as hereinafter defined) from WALLACE, which
Termination Payment shall be due and payable ten (10) days after CRONIN gives
WALLACE written notice of such election. The term "Termination Payment" in
respect of any election by CRONIN to terminate his services with WALLACE
during the Term shall mean an amount that is equal to the present value
(determined as of the date of such election using a discount rate equal to
the then current Pension Benefit Guaranty Corporation interest rate for
valuing immediate annuities under single-employer pension plans) of the
minimum amount of Base Salary, Bonuses and other compensation (whether paid
currently or deferred) to which CRONIN would have been entitled under
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Sections A.3 and B above for the remainder of the Term if he had continued in
the employ of WALLACE through the last day of the Term. The Termination
Payment is intended to constitute liquidated damages to compensate CRONIN for
amounts he could have earned under Sections A and B in respect of future
services and shall not be subject to reduction based upon any compensation
that CRONIN may receive (or could have received) in respect of any services
he performs (or could have performed) after he terminates his services to
WALLACE. The Termination Payment shall be in addition to and not in lieu of
any rights or claims that CRONIN may have under Sections A and B in respect
of past services and any rights or claims, past or future, that CRONIN may
have under Sections D and E, and CRONIN shall retain all of his rights and
claims under Sections A and B in respect of past services and all of his
rights and claims, past or future, under Sections D and E.
4. Excise Tax. In the event that, in connection with a Material Change or at
any time following a Material Change, the Termination Payment or any other
amounts payable to CRONIN, his Designated Beneficiary or his dependents under
this Agreement or under any plan, program or policy of WALLACE, or any
benefits provided to CRONIN or his dependents under this Agreement or under
any plan, program or policy of WALLACE, should become subject to the excise
tax imposed under Section 4999 of the Code or any similar tax or assessment
(collectively, "Excise Taxes"), WALLACE shall pay to CRONIN, his Designated
Beneficiary or his dependents, as the case may be, on demand, the amount (the
"Excise Tax Reimbursement Amount") necessary to fully reimburse CRONIN, his
Designated Beneficiary and his dependents for (i) all Excise Taxes that may
be imposed on CRONIN, his Designated Beneficiary or his dependents and (ii)
any and all income and other taxes, including additional Excise Taxes, that
may be imposed on CRONIN, his Designated Beneficiary or his dependents in
respect of any of the amounts to be paid to CRONIN, his Designated
Beneficiary or his dependents under clause (i) above or under this clause
(ii). The determination of the Excise Tax Reimbursement Amount shall
initially be made by the accounting firm that is serving as WALLACE's
independent public accountants immediately prior to the Material Change, or,
if such accounting firm is no longer in existence, by its successor. All
costs and expenses of such accounting firm in connection with making such
determination shall be paid by WALLACE. If it is subsequently determined
(as a result of an assessment of additional Excise Taxes by the Internal
Revenue Service or otherwise) that the Excise Tax Reimbursement Amount is not
sufficient to fully reimburse CRONIN, his Designated Beneficiary or his
dependents as contemplated above, WALLACE shall pay to CRONIN, his
Designated Beneficiary or his dependents, as the case may be, on demand, the
amount (the "Additional Excise Tax Reimbursement Amount") necessary to fully
reimburse CRONIN, his Designated Beneficiary and his dependents for (I) any
and all additional Excise Taxes, income taxes and other taxes that may be
imposed on CRONIN, his Designated Beneficiary or his dependents, (II) any and
all interest, fines and penalties that may be imposed on CRONIN, his
Designated Beneficiary or his dependents in connection with any such
additional Excise Taxes, income taxes or other taxes, and (III) any and all
income and other taxes, including additional Excise Taxes, that may be
imposed on CRONIN, his Designated Beneficiary or his dependents in respect of
any of the amounts to be paid to CRONIN, his Designated Beneficiary or his
dependents under clause (I) or (II) above or under this clause (III). The
purpose of this Section C.4 is to place CRONIN, his Designated Beneficiary
and his dependents in the same position on an after-tax basis that each of
them would have been in if the Termination Payment and all other amounts
payable to CRONIN, his Designated Beneficiary or his dependents under this
Agreement or under any plan, program or policy of WALLACE, and all benefits
provided to CRONIN or his dependents under this Agreement or under any plan,
program or policy of WALLACE, had not been subject to any Excise Taxes.
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5. Past Services, Etc. The termination of CRONIN's employment with WALLACE for
any reason, including "cause" pursuant to Section C.1(iii), shall not
diminish or otherwise affect in any way the obligations of WALLACE with
respect to the payment of any Base Salary, Bonuses or other compensation
(whether payable currently or deferred) in respect of past services, and
CRONIN shall retain all of his rights and claims under Sections A and B in
respect of past services and all of his rights and claims, past and future,
under Section D and E, except to the extent expressly provided otherwise in
Section D or E, as the case may be.
D. Employee Benefits
1. General. CRONIN and his dependents shall receive all employee benefits
(including, without limitation, paid vacations and holidays, medical,
hospitalization, dental and other health care insurance, disability
insurance, life insurance, and retirement benefits) and participate in
WALLACE'S Capital Accumulation Plan and other plans and programs to which and
in which active executive employees of WALLACE and/or their dependents are or
shall become entitled to receive or participate in at any time during the
Term, except supplemental retirement benefits under WALLACE's Supplemental
Retirement Plan; provided, however, that CRONIN and his dependents shall be
entitled to receive employee benefits and participate in WALLACE'S Capital
Accumulation Plan and other plans and programs as set forth in this Section
D.1 if and so long as (and only if and so long as) (i) CRONIN does not, at
any time while he is an employee of WALLACE and, unless the termination of
his employment constitutes Retirement (as defined in Section E.1(a) ) and
there has been a Material Change before his Retirement, at any time
thereafter, engage in any Competitive Activity (as defined in Section F
below) and (ii) CRONIN does not commit any action that permits WALLACE to
terminate his employment for "cause" under the provisions of clause (a) or
(b) of Section C.1(iii) (including, if applicable, the proviso thereto);
provided further, however, that, if a Material Change should occur, the
employee benefits required to be provided to CRONIN and his dependents under
the provisions of this Section D.1 shall be no less than the employee
benefits CRONIN and his dependents would have received under the provisions
of the plans, programs and policies of WALLACE in effect immediately prior
to such Material Change, all at no increased cost or expense to CRONIN and
his dependents.
2. Uninsured Medical Expenses. In addition to the foregoing, effective
January 1, 1995, and continuing until CRONIN's death, WALLACE will reimburse
CRONIN upon request for expenses incurred by CRONIN for or in respect of
medical care (as defined in Section 213 of the Code) of CRONIN and his wife;
provided, however, that CRONIN shall be entitled to reimbursement of medical
expenses as set forth in this Section D.2 if and so long as (and only if and
so long as) (i) CRONIN does not, at any time while he is an employee of
WALLACE and, unless the termination of his employment constitutues Retirement
(as defined in Section E.1(a) ) and there has been a Material Change before
his Retirement, at any time thereafter, engage in any Competitive Activity
(as defined in Section F below) and (ii) CRONIN does not commit any action
that permits WALLACE to terminate his employment for "cause" under the
provisions of clause (a) or (b) of Section C.1(iii) (including, if
applicable, the proviso thereto). WALLACE may, in its discretion, pay any
such medical expenses directly in lieu of making reimbursement therefor. The
reimbursement or payment of such medical expenses on behalf of CRONIN and/or
his wife shall be limited to an aggregate of $500,000, and reimbursement or
payment of such medical expenses shall be made by WALLACE only in the event
and to the extent that such reimbursement or payment is not then provided
under any insurance policy or policies, whether owned by WALLACE or CRONIN,
or under any other private or public health and accident plan or program in
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which CRONIN or his wife, as the case may be, is then eligible for benefits;
provided, however, that, if CRONIN's employment terminates:
(I) Before his 55th birthday, there shall be no reimbursement or payment of
medical expenses on behalf of CRONIN and/or his wife after his employment
terminates,
(II) On or after his 55th but before his 60th birthday, the reimbursement or
payment of medical expenses on behalf of CRONIN and/or his wife shall be
limited to an aggregate of $150,000, or
(III) On or after his 60th but before his 65th birthday, the reimbursement or
payment of medical expenses on behalf of CRONIN and/or his wife shall be
limited to an aggregate of $300,000,
unless the termination of his employment constitutues Retirement (as defined
in Section E.1(a) ) and there has been a Material Change before his
Retirement, in which case the reimbursement or payment of medical expenses on
behalf of CRONIN and/or his wife shall continue to be limited to an aggregate
of $500,000. Upon the request of WALLACE, CRONIN shall submit to WALLACE
hospitalization, doctor, dental or other medical bills, including premium
notices for accident or health insurance, for verification by WALLACE.
3. Survival. The provisions of this Section D shall survive the expiration of
the Term and the termination of CRONIN's employment with WALLACE for any
reason.
E. Retirement
1. Supplemental Retirement Benefit.
(a) Commencing on the date of his Retirement (as hereinafter defined) and
continuing until the later of (I) the date of CRONIN's death or (II) the
tenth anniversary of his Retirement, WALLACE shall pay to CRONIN a
monthly Supplemental Retirement Benefit determined as provided below;
provided, however, that (a) if CRONIN should die before the tenth
anniversary of his Retirement, all remaining monthly Supplemental
Retirement Benefit payments shall be made to his Designated Beneficiary
under Section E.1(b) below, and (b) CRONIN and his Designated beneficiary
shall be entitled to receive a Supplemental Retirement Benefit as set
forth in this Section E.1 if and so long as (and only if and so long as)
(i) CRONIN does not at, any time while he is an employee of WALLACE and,
unless there has been a Material Change before his Retirement, at any
time thereafter, engage in any Competitive Activity (as defined in
Section F below) and (ii) CRONIN does not commit any action that permits
WALLACE to terminate his employment for "cause" under the provisions of
clause (a) or (b) of Section C.1(iii) (including, if applicable, the
proviso thereto). The term "Retirement" means the termination of
CRONIN's employment with WALLACE for any reason other than for "cause"
pursuant to Section C.1(iii) above (including, if applicable, the proviso
thereto), whether the termination is before or after the date he attains
age 65 and whether the termination is voluntary or involuntary,
including, without limitation, any termination of employment pursuant to
Section C.3 above. The first payment of the Supplemental Retirement
Benefit shall be made on the first day of the first month following his
Retirement, and the last payment of the Supplemental Retirement Benefit
shall be made on the first day of the one hundred twentieth month
following his Retirement. The monthly Supplemental Retirement Benefit
payable under this Section E.1 shall be the amount determined under
subparagraph (i) below, reduced by the amount determined under
subparagraph (ii) below:
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(i) The following percentage of CRONIN's average monthly compensation
from WALLACE (including salary, current and deferred bonuses, and
contributions made on his behalf by WALLACE under WALLACE's Profit
Sharing and Retirement Plan pursuant to any salary reduction
agreement under Section 401(k) of the Internal Revenue Code of 1986,
but excluding payments made during such period that were deferred
from a previous period and amounts attributable to the granting or
exercise of stock options) for the last sixty (60) months of his
full-time employment by WALLACE before Retirement:
(I) If CRONIN's Retirement occurs after a Material Change, 50%.
(II) If no Material Change occurs prior to CRONIN's Retirement and
his Retirement occurs (I) before his 55th birthday, zero percent,
(II) on or after his 55th but before his 60th birthday, 25%,
(III) on or after his 60th but before his 65th birthday, 33-1/3%,
or (IV) on or after his 65th birthday, 50%.
(ii) The foregoing amount shall then be reduced by (A) 100% of his
monthly social security retirement benefits, if any, and (B) the
monthly amount payable under a single-life annuity for the life of
CRONIN commencing on the date of his Retirement which is the
actuarial equivalent (using the then current Pension Benefit
Guaranty Corporation interest rate for valuing immediate annuities
under single-employer pension plans) of the benefits payable to
CRONIN under any retirement plan or program sponsored or maintained
by WALLACE, including, without limitation, any amounts payable to him
under WALLACE's Profit Sharing and Retirement Plan and WALLACE's
Supplemental Profit Sharing Plan that are attributable to Company
contributions, but excluding any amounts attributable to
contributions made by WALLACE on behalf of CRONIN under WALLACE's
Profit Sharing and Retirement Plan pursuant to a salary reduction
agreement under Section 401(k) of the Internal Revenue Code of 1986.
(b) In the event CRONIN should die during the Term and prior to the
termination of his employment with WALLACE, WALLACE shall pay to his
Designated Beneficiary (as hereinafter defined) an amount equal to the
Supplemental Retirement Benefit that CRONIN would have received if the
date of his death had been the date of his Retirement and he had lived
through the tenth anniversary of his Retirement. The payments to
CRONIN's Designated Beneficiary under this Section E.1(b) shall commence
on the first day of the month following CRONIN's death and shall
continue until the first day of the 120th month following his death. The
term "Designated Beneficiary" shall mean CRONIN's wife at the time of his
death, unless CRONIN should hereafter designate in writing to WALLACE
another person or entity to be his Designated Beneficiary for the
purposes of this Agreement, in which case the last such person or entity
so designated shall be the Designated Beneficiary, or if no such
designation is made and CRONIN's wife either predeceases CRONIN or dies
concurrently with him or within thirty (30) days after his death, the
Designated Beneficiary shall be CRONIN's estate.
2. No Alienation, etc.. Neither the Supplemental Retirement Benefit nor any
payment provided to be made to the Designated Beneficiary pursuant to Section
E.1(b) above shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary, including
any such liability which is for alimony or other payments to or for the
support of a spouse or former spouse or any other relative of CRONIN or the
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Designated Beneficiary, prior to actually being received by CRONIN or the
Designated Beneficiary, as the case may be; and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or otherwise
dispose of any right to receive any Supplemental Retirement Benefit or any
payment provided to be made to the Designated Beneficiary pursuant to Section
E.1(b) above shall be void.
3. Lump Sum Payment. Notwithstanding any other provision of this Agreement to
the contrary:
(i) CRONIN may, at any time from and after the date of his Retirement,
request the payment to him in a lump sum in lieu of, and in substitution
for, his monthly Supplemental Retirement Benefit an amount equal to the
actuarial equivalent present value (computed using the then current
Pension Benefit Guaranty Corporation interest rate for valuing
immediate annuities under single-employer pension plans) of the remaining
Supplemental Retirement Benefit payable under Section E.1 above;
provided, however, that WALLACE shall make a payment to CRONIN pursuant
to such a request only if and to the extent that such request is approved
by the Board of Directors of WALLACE, and
(ii) If CRONIN should elect to terminate his services with WALLACE pursuant
to Section C.3 above, WALLACE shall pay to him on demand, in a lump sum,
in lieu of, and in substitution for, his monthly Supplemental Retirement
Benefit, an amount equal to the actuarial equivalent present value
(computed using the then current Pension Benefit Guaranty Corporation
interest rate for valuing immediate annuities under single-employer
pension plans) of the Supplemental Retirement Benefit payable under
Section E.1 above.
4. Survival. The provisions of this Section E shall survive the expiration of
the Term and the termination of CRONIN's employment with WALLACE for any
reason, other than termination for "cause" pursuant to Section C.1(iii) above
(including, if applicable, the proviso thereto).
F. Non-Competition
During the Term and for a period of two years after the later to occur of (i)
the end of the Term or (ii) the termination of CRONIN's employment and all other
association (whether as a director, officer or consultant) with WALLACE for any
reason (whether with or without cause), CRONIN shall not, directly or
indirectly, own, manage, operate, control, be employed by, participate in or be
connected with the ownership, management, operation or control of any entity
which is directly or indirectly engaged in any business or activity that is
directly competitive with any business or activity of WALLACE or any of its
divisions or subsidiaries (collectively, a "Competitive Activity"); provided,
however, that CRONIN shall not be prohibited under this Section F from engaging
in a Competitive Activity following the termination of CRONIN's employment if
the termination of his employment constitutes Retirement (as defined in Section
E.1(a) ) and there has been a Material Change before his Retirement.
CRONIN acknowledges that compliance with the provisions of this Section F is
necessary to protect the trade secrets and other confidential and proprietary
information and the goodwill of WALLACE and that any breach or violation of
this Section F would cause WALLACE continuing and irreparable injury for which
money damages would not be an adequate remedy. In addition to any other rights
and remedies available by contract, law or otherwise, WALLACE shall be entitled
to injunctive relief to enforce this Section F and to remedy or prevent any
actual or threatened breach or violation of this Section F.
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G. Other Agreements
This Agreement amends and restates and supersedes any other agreement of the
parties, written or oral, with respect to the subject matter hereof. CRONIN
represents and warrants that his signing of this Agreement and the performance
of his services as an executive with WALLACE as contemplated hereunder are not
and will not be in violation of any other contract, agreement or understanding
to which he is or may become a party.
H. Notice
Any notice given under this Agreement shall be sufficient if in writing and if
sent by registered or certified mail, postage prepaid, addressed, in the case of
WALLACE, to its then principal office to the attention of its Board of
Directors; in the case of CRONIN, to his last known address; in the case of the
Designated Beneficiary, to his, her or their last known address; or, in the
case of CRONIN's dependents, to their last known address.
I. Binding Effect
This Agreement shall inure to the benefit of and be binding upon and enforceable
against (i) WALLACE and its successors and assigns (including, without
limitation, the surviving corporation in any merger or consolidation with
WALLACE), (ii) CRONIN and his heirs, executors, administrators and legal
representatives, (iii) with respect to Sections B, C, E, H, I, J, K and L, the
Designated Beneficiary and his or her heirs, executors, administrators and legal
representatives, and (iv) with respect to Sections C, D, H, I, J, K and L,
CRONIN's dependents and their respective heirs, executors, administrators and
legal representatives. In addition, without in any way limiting the foregoing,
following a Material Change, any person or entity (or group of persons and/or
entities) that acquires (in a single transaction or a series of related
transactions) any businesses or assets of WALLACE representing 25% or more of
WALLACE's sales, operating profits or operating assets shall be deemed to be a
successor of WALLACE for the purposes of this Agreement and shall be liable for
the payment of all amounts payable by WALLACE under this Agreement and for the
performance of all obligations of WALLACE under this Agreement.
J. Governing Law
All questions relating to the validity, construction, interpretation,
performance and administration of this Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois covering
contracts made and to be performed in that State. Following a Material Change,
this Agreement is to be interpreted and construed in the manner most favorable
to CRONIN, his Designated Beneficiary and his dependents (and their respective
heirs, executors, administrators and personal representatives).
K. No Trust, Etc.
Neither this Agreement nor any action taken pursuant to the provisions of this
Agreement shall create or be construed to create a trust or fiduciary
relationship of any kind between WALLACE and CRONIN, his Designated Beneficiary
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or his dependents or any other person. To the extent that CRONIN, his
Designated Beneficiary or his dependents or any other person acquires a right
to receive any payments or other benefits from WALLACE under this Agreement,
such right shall be no greater than the right of any unsecured general creditor
of WALLACE, and any and all amounts credited or accrued in the Deferred
Compensation Account, or accrued to pay the Supplemental Retirement Benefit or
any amount provided to be paid to the Designated Beneficiary under Section
E.1(b) above or accrued to make any other payment or provide any other benefit
to CRONIN, his Designated Beneficiary or his dependents or any other person
shall continue for all purposes to be a part of the general funds of WALLACE,
and no person other than WALLACE shall have any interest in any such funds. The
right of CRONIN, his Designated Beneficiary or his dependents or any other
person to receive payments or other benefits under this Agreement may not be
pledged or encumbered and cannot be assigned or transferred except by will or by
the laws of descent and distribution.
L. Attorneys' Fees and Other Costs and Expenses.
CRONIN, his Designated Beneficiary and his dependents (and their respective
heirs, executors, administrators and personal representatives) shall each be
entitled to recover from WALLACE (and shall be reimbursed by WALLACE upon
demand) all attorneys' fees and other costs and expenses, if any, that may be
incurred in connection with enforcing or defending the rights of CRONIN, his
Designated Beneficiary or his dependents under this Agreement following a
Material Change. CRONIN, his Designated Beneficiary and his dependents (and
their respective heirs, executors, administrators and personal representatives)
shall also be entitled to recover from WALLACE interest on the Termination
Payment and any other amounts that may be payable to CRONIN, his Designated
Beneficiary or his dependents under this Agreement (including, without
limitation, amounts required to be reimbursed under the first sentence of this
Section, any Excise Tax Reimbursement Amount or Additional Excise Tax
Reimbursement Amount under Section C.4 above, and any lump sum payments of the
Deferred Compensation Account under Section B.2 above or in lieu of the
Supplemental Retirement Benefit under Section E.1 above) that are not paid when
due following a Material Change, at an annual rate equal to 4% over the
corporate base rate as announced from time to time by The First National Bank
of Chicago or its successor (changing as and when such announced corporate base
rate changes), compounded monthly, from the date due until paid. Payments
received by CRONIN, his Designated Beneficiary or his dependents (or any of
their respective heirs, executors, administrators and personal representatives)
shall be credited first against accrued interest until all accrued interest is
paid in full before any such payment is credited against the Termination Payment
or any other amounts that may be payable to CRONIN, his Designated Beneficiary
or his dependents under this Agreement.
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IN WITNESS WHEREOF, WALLACE has caused this Agreement to be executed on its
behalf by the Chairman of the Compensation Committee of its Board of Directors
and CRONIN has executed this Agreement, all as of the day and year first above
written.
WALLACE COMPUTER SERVICES, INC.
[SEAL]
ATTEST:
/s/ Michael T. Laudizio By: /s/ T. Dimitriou
---------------------------- ------------------------------
Its Secretary Chairman of the Board
/s/ Robert J. Cronin
------------------------------
Robert J. Cronin
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